form8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
May 6, 2008
  
Date of Report (Date of Earliest Event Reported)

ITRON, INC.
(Exact Name of Registrant as Specified in its Charter)


Washington
  
000-22418
  
91-1011792
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(IRS Employer
Identification No.)
 

2111 N. Molter Road, Liberty Lake, WA  99019
(Address of Principal Executive Offices, Zip Code)

(509) 924-9900
(Registrant’s Telephone Number, Including Area Code)

 
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 

Item 8.01  Other Events.

On May 6, 2008, Itron, Inc. (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) with Goldman, Sachs & Co. (the Underwriter).  The Underwriting Agreement provides for the sale of an aggregate of 3,400,000 shares of the Company's common stock at a public offering price of $91.52 per share.  The transaction contemplated by the Underwriting Agreement is expected to close on or around May 12, 2008.  The common stock is being offered and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-133026), as amended (the Registration Statement), as supplemented by a prospectus supplement dated May 6, 2008.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

 
Exhibit Number
  
 
Description
     
1.1
  
Underwriting Agreement between Goldman, Sachs & Co. and Itron, Inc.
 
99.1
  
Information relating to Item 14 – Other Expenses of Issuance and Distribution of the Registration Statement
 



 
 
 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



ITRON, INC.

Dated:  May 7, 2008                                             By:  /s/ Steven M. Helmbrecht                                                                      
Steven M. Helmbrecht
Sr. Vice President and Chief Financial Officer



 
 
 

EXHIBIT INDEX

 
Exhibit Number
  
 
Description
     
1.1
  
Underwriting Agreement between Goldman, Sachs & Co. and Itron, Inc.
 
99.1
  
Information relating to Item 14 – Other Expenses of Issuance and Distribution of the Registration Statement